What the changes say
- Nomad expanded into radiotherapy with the acquisition of Liora Technologies Europe Ltd in November 2025.
- The company faces a full valuation allowance due to federal tax law changes under H.R.1.
- Management experienced extensive executive turnover, including CEO and director resignations.
What changed since the prior 10-K
New
- NewRisks Related to Our Financial Resources and Capital Needs
Our efforts to integrate acquired businesses may not be successful, and this may adversely affect our financial results
Our business integration efforts following acquisitions may fail, leading to unrealized benefits and diverted management time.
- NewRisks Related to Our Financial Resources and Capital Needs
Acquiring or implementing new business lines or offering new products and services may subject us to additional risks
Our acquisition of Liora Technologies Europe Ltd brought us into the radiotherapy segment, carrying risks of unachieved price and profitability targets.
- NewRisks Related to Our Financial Resources and Capital Needs
We compete in highly competitive markets, and we may lose market share to companies with greater resources or more effective technologies or be forced to reduce our prices
We compete in the proton therapy market against Varian Medical Systems, Ion Beam Applications S.A., and Hitachi Ltd.
- NewRisks Related to Our Financial Resources and Capital Needs
Additionally, after weighing up all available positive and negative evidence for the period ending 12/31/2025, the Company has recorded a full valuation allowance
We recorded a full valuation allowance for the period ending December 31, 2025, following the passage of the Tax Reform Act of 2025.
- NewRisks Related to Our Dependence on Third Parties
Effective September 1, 2025, Mr. van der Baan resigned from the Board of Directors and resigned as President of the Company
Mr. van der Baan resigned as President and director, while previous departures include Dr. Schellens and Eric J. Forman.
- NewRisks Related to Our Dependence on Third Parties
Our business may suffer if we are not able to hire and retain qualified personnel
We face intense competition for qualified personnel from clinical-stage pharmaceutical, med-tech, and software companies.
- NewRisks Related to Our Dependence on Third Parties
We expect to rely on collaborative partners and CROs for their performance and management of clinical trials of our product candidates
The FDA or institutional review boards might hold, suspend, or terminate our clinical research or trials.
- NewRisks Related to Our Dependence on Third Parties
The financial results of our Liora LiGHT system business may be unpredictable and if our proton therapy customers are unsuccessful, our financial results will be adversely affected
Our Liora LiGHT system financial results depend on oncology market adoption of expensive proton therapy systems.
- NewRisks Related to Our Dependence on Third Parties
Our Liora LiGHT system business may subject us to increased liability
Proton therapy center projects cost between $25 million and $200 million, exposing us to potential liabilities exceeding project values.
- NewRisks Related to Commercialization of Our Current Product Candidate and Future Product Candidates
Our performance depends on successful improvements to our existing products and services, commercialization of new products and services and increasingly on our ability to anticipate emerging trends in oncology diagnosis, treatment and management
Competitors have more experience offering smaller, less expensive proton therapy systems than our Liora Light machine.
- NewRisks Related to our Business Operations
Mr. Pursglove’s simultaneous service as our Chief Executive Officer and member of our Board of Directors, and as Chief Executive Officer and member of the Board of Directors of Powell Max Ltd., may create conflicts of interest and may adversely affect management attention, financial reporting and decision-making
Geordan Pursglove serves as our CEO and director while also holding the same roles at Powell Max Ltd.
Dropped
- DroppedRisks Related to Our Financial Resources and Capital Needs
The state net operating loss carryovers include approximately $19,141,000 that were incurred in the State of New York and approximately $16,695,000 that were incurred in the State of California, which are subject to various restrictions and limitations
- DroppedRisks Related to our Business Operations
Our business might be adversely affected by the coronavirus or other pandemics
- DroppedRisks Related to Owning our Securities
We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make its common stock less attractive to investors
- DroppedRisks Related to Owning our Securities
We cannot predict if investors will find our common stock less attractive because we might rely on these exemptions. If some investors find our common stock less attractive as a result, there might be a less active trading market for our common stock and our stock price might be more volatile
- DroppedRisks Related to Owning our Securities
The publicly-traded warrants that we issued in our November 2020 public offering are speculative in nature
- DroppedRisks Related to Owning our Securities
Holders of the warrants have no rights as a common stockholder until they acquire our common stock
New York and California state net operating loss carryover restrictions.
- DroppedRisks Related to Owning our Securities
There is a limited market for the warrants to purchase shares of our common stock
- DroppedRisks Related to Owning our Securities
July 20, 2023 sale of common stock and warrants
- DroppedRisks Related to Owning our Securities
February 13, 2025 sale of common stock and warrants
Reworded
- 99% rewrittenRisks Related to Our Financial Resources and Capital Needs
Our ability to use net operating losses to offset future taxable income might be subject to limitations
Updated federal and state net operating loss carryforward figures to $34.8M and $36.8M, and added R&D tax credit figures of $732,880 as of December 31, 2025.
- 90% rewrittenRisks Related to Our Dependence on Third Parties
We depend on certain key scientific personnel for our success who do not work full time for us. The loss of any such personnel could a dversely affect our business, financial condition and results of operations
Updated executive history to detail Mr. van der Baan's June 2025 resignation as CEO and Geordan Pursglove's appointment as CEO.
Was: We depend on certain key scientific personnel for our success who do not work full time for us. The loss of any such personnel could adversely affect our business, financial condition and results of operations
- 83% rewrittenRisks Related to the Company’s Common Stock
On October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement, which outlined the Company’s proposed initiatives to regain compliance by raising equity capital through various registered equity offerings
Updated stock compliance disclosures regarding the Stockholders' Equity Requirement and Nasdaq extension notices.
- 79% rewrittenRisks Related to Our Dependence on Third Parties
We expect to rely heavily on third parties for the conduct of clinical trials of our product candidates. If these clinical trials are not successful, or if we or our collaborators are not able to obtain the necessary regulatory approvals, we will not be able to commercialize our product candidates
Removed references to Dr. Miser's early-stage clinical trial experience and collaborator reliance.
- 71% rewrittenRisks Related to Owning our Securities
Provisions of certain warrants could discourage a change-in control transaction involving a third party
Maintained the fundamental transaction Black-Scholes warrant redemption risk without substantive textual changes.
- 54% rewrittenRisks Related to our Business Operations
We might need to grow the size of our organization in the future, and we might experience difficulties in managing this growth
Updated officer count from two officers and one consultant to three officers as of March 31, 2026.
- 32% rewrittenRisks Related to Our Financial Resources and Capital Needs
There is substantial doubt about our ability to continue as a going concern
Added specific mention of our lead product candidate, LB-100, and updated going concern doubts through December 31, 2025.
Was: Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern
All 67 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Financial Resources and Capital Needs
- 01We are engaged in early-stage research and as such might not be successful in our efforts to develop a portfolio of commercially viable products
- 02We have incurred substantial losses since our inception and anticipate that we will continue to incur substantial and increasing losses for the foreseeable future
- 03There is substantial doubt about our ability to continue as a going concern32% rewritten
- 04We currently have no source of revenues. We might never generate revenues or achieve profitability
- 05Our efforts to integrate acquired businesses may not be successful, and this may adversely affect our financial resultsNew
- 06Acquiring or implementing new business lines or offering new products and services may subject us to additional risksNew
- 07We compete in highly competitive markets, and we may lose market share to companies with greater resources or more effective technologies or be forced to reduce our pricesNew
- 08Our ability to use net operating losses to offset future taxable income might be subject to limitations99% rewritten
- 09Additionally, after weighing up all available positive and negative evidence for the period ending 12/31/2025, the Company has recorded a full valuation allowanceNew
Risks Related to the Development and Regulatory Approval of Our Product Candidates
- 10Clinical-stage biopharmaceutical companies with product candidates in clinical development face a wide range of challenging activities which might entail substantial risk
- 11We might find it difficult to enroll patients in our clinical trials which could delay or prevent the start of clinical trials for our product candidate
- 12Clinical drug development involves a lengthy and expensive process with an uncertain outcome
- 13Risks associated with operating in foreign countries could materially adversely affect our product development
- 14Any of these events could prevent us from achieving or maintaining market acceptance of our lead product candidate, if approved
- 15There is a risk that one or more of our clinical trials could be placed on hold by regulatory authorities due to serious adverse events (SAEs) related to our drug candidate or to another company’s drug used in combination in one of our clinical trials
- 16Our future success is dependent on the regulatory approval of our lead product candidate
- 17Our lead product candidate and future product candidates could fail to receive regulatory approval from the FDA
- 18Failure to obtain regulatory approval in international jurisdictions would prevent our lead product candidate from being marketed abroad
- 19Even if our current primary product candidate received regulatory approval, it might still face future development and regulatory difficulties
- 20The occurrence of any event or penalty described above might inhibit our ability to successfully commercialize our intended product and generate revenues
Risks Related to Our Dependence on Third Parties
- 21We depend on certain key scientific personnel for our success who do not work full time for us. The loss of any such personnel could a dversely affect our business, financial condition and results of operations90% rewritten
- 22Effective September 1, 2025, Mr. van der Baan resigned from the Board of Directors and resigned as President of the CompanyNew
- 23Our business may suffer if we are not able to hire and retain qualified personnelNew
- 24We expect to rely heavily on third parties for the conduct of clinical trials of our product candidates. If these clinical trials are not successful, or if we or our collaborators are not able to obtain the necessary regulatory approvals, we will not be able to commercialize our product candidates79% rewritten
- 25We expect to rely on collaborative partners and CROs for their performance and management of clinical trials of our product candidatesNew
- 26The development process necessary to obtain regulatory approval is lengthy, complex and costly. If we or our collaborative partners do not obtain necessary regulatory approvals, then our business would not be successful, and the market price of our common stock could decline substantially
- 27Business interruptions could adversely affect future operations, revenues, and financial conditions, and might increase our costs and expenses
- 28Our failure to find third party collaborators to assist or share in the costs of product development could materially harm our business, financial condition or results of operations
- 29We might be subject to claims by third parties asserting that our employees, consultants, collaborators contractors or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property
- 30The financial results of our Liora LiGHT system business may be unpredictable and if our proton therapy customers are unsuccessful, our financial results will be adversely affectedNew
- 31Our Liora LiGHT system business may subject us to increased liabilityNew
Risks Related to Our Intellectual Property
- 32Our patents and patent applications are owned solely by our wholly owned subsidiary, Lixte Biotechnology, Inc., except in several instances where they are jointly owned with one of our collaborators
- 33If we do not obtain patent term extension in the United States under the Hatch-Waxman Act or in foreign countries under similar legislation, our business might be materially harmed
- 34If we fail to comply with our obligations in agreements under which we have licensed or, might license, intellectual property rights from third parties, or if we otherwise experience disruptions to our business relationships with our licensors, we could lose rights that are important to our business
- 35If disputes over intellectual property that we have licensed, or might in the future license, prevent or impair our ability to maintain our licensing arrangements on acceptable terms, we may be unable to successfully develop or commercialize the affected product candidates
- 36We might infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us from commercializing or increasing the costs of commercializing our product candidates
- 37We might be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of one or more third parties
- 38Our intellectual property might not be sufficient to protect our intended products from competition, which might negatively affect our business as well as limit our partnership or acquisition appeal
- 39If we are not able to protect and control our unpatented trade secrets, know-how and other technological innovations, we might suffer competitive harm
- 40If we are unable to protect our intellectual property rights, our competitors might develop and market products with similar or identical features that might reduce demand for our potential products
- 41We will be able to protect our intellectual property rights in patents and trade secrets from unauthorized use by third parties only to the extent that such intellectual property rights are covered by valid and enforceable patents or are effectively maintained as trade secrets and we enforce these rights
Risks Related to Commercialization of Our Current Product Candidate and Future Product Candidates
- 42Our commercial success depends upon attaining significant market acceptance of our current product candidate and future product candidates, if approved, among physicians, patients, healthcare payors and cancer treatment centers
- 43Even if we are able to commercialize our lead product candidate or any future product candidates, the products might not receive coverage or adequate reimbursement from third party payors in the United States and in other countries in which we seek to commercialize our intended products, which could harm our business
- 44Healthcare legislative measures aimed at reducing healthcare costs might have a material adverse effect on our business and results of operations
- 45Price controls might be imposed in foreign markets, which might adversely affect our future profitability
- 46Our performance depends on successful improvements to our existing products and services, commercialization of new products and services and increasingly on our ability to anticipate emerging trends in oncology diagnosis, treatment and managementNew
Risks Related to Healthcare Compliance Regulations
- 47Our employees might engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could cause significant liability for us and harm our reputation
- 48Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we might develop
Risks Related to our Business Operations
- 49We face substantial competition, which might result in others discovering, developing or commercializing products before or more successfully than we do
- 50Significant disruptions of information technology systems, computer system failures or breaches of information and cyber security could adversely affect our business
- 51We might need to grow the size of our organization in the future, and we might experience difficulties in managing this growth54% rewritten
- 52Mr. Pursglove’s simultaneous service as our Chief Executive Officer and member of our Board of Directors, and as Chief Executive Officer and member of the Board of Directors of Powell Max Ltd., may create conflicts of interest and may adversely affect management attention, financial reporting and decision-makingNew
- 53Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price
Risks Related to Owning our Securities
- 54Provisions of certain warrants could discourage a change-in control transaction involving a third party71% rewritten
- 55Our management has broad discretion over the use of the proceeds from any stock offerings we may conduct in the future and we may apply it to uses that do not improve our operating results or the value of our common stock
- 56The price of our common stock might fluctuate substantially
Risks Related to the Company’s Common Stock
- 57The Company’s common stock are traded on The Nasdaq Capital Market under the symbols “LIXT”
- 58On October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement, which outlined the Company’s proposed initiatives to regain compliance by raising equity capital through various registered equity offerings83% rewritten
- 59A sale or perceived sale of a substantial number of shares of our common stock might cause the price of our common stock to decline
- 60Market and economic conditions might negatively impact our business, financial condition and share price
- 61If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume might decline
- 62Future sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall
- 63We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares
- 64We might be at risk of securities class action litigation
- 65Our Certificate of Incorporation and our Amended and Restated Bylaws, and Delaware law might have anti-takeover effects that could discourage, delay or prevent a change in control, which might cause our stock price to decline
- 66Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters
- 67If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult
Other Nomad Power Solutions 10-Ks
- FY2024 10-K risk factors65 risks
Nomad Power Solutions faces going concern doubts and has no revenue, relying on unproven early-stage cancer research like lead product LB-100.
Filed Mar 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.